SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549

                                    FORM 10-Q

(Mark One)

(X)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

         For the twenty-six weeks ended June 25, 2005
                                        -------------

( )  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934

         For the transition period from __________ to __________

                          Commission File Number 1-5084

                              TASTY BAKING COMPANY
                              --------------------
               (Exact name of company as specified in its charter)


                 Pennsylvania                       23-1145880
                 -------------                      ----------
          (State of Incorporation)      (IRS Employer Identification Number)


           2801 Hunting Park Avenue, Philadelphia, Pennsylvania       19129
           ----------------------------------------------------       -----
               (Address of Principal Executive Offices)             (Zip Code)


                                 (215) 221-8500
                                 ---------------
                (Company's Telephone Number, including area code)


Indicate by check mark whether the company (1) has filed all reports required to
be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during
the  preceding  12 months  (or for such  shorter  period  that the  company  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                            Yes X                         No
                               ---                          --------


Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act).

                            Yes X                         No
                               ---                          --------


                      APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

  Common Stock, par value $.50                        8,155,026
 -----------------------------                 -------------------------
    (Title of Class)                          (No. of Shares Outstanding
                                                 as of July 21, 2005)





                                    1 of 26
<PAGE>





                      TASTY BAKING COMPANY AND SUBSIDIARIES


                                      INDEX


<TABLE>
<CAPTION>

<S>             <C> <C>               <C> <C>                                                                 <C>


PART I.    FINANCIAL INFORMATION

Item 1.    Financial Statements (Unaudited)

           Consolidated Balance Sheets
           June 25, 2005 and December 25, 2004.................................................................3

           Consolidated Statements of Operations
           Thirteen and Twenty-six weeks ended June 25, 2005 and June 26, 2004.................................4

           Consolidated Statements of Cash Flows
           Twenty-six weeks ended June 25, 2005 and June 26, 2004..............................................5

           Notes to Consolidated Financial Statements.......................................................6-13

Item 2.    Management's Discussion and Analysis of Financial
           Condition and Results of Operations.............................................................14-22

Item 3.    Quantitative and Qualitative Disclosures
           About Market Risk22

Item 4.    Controls and Procedures............................................................................23



PART II.   OTHER INFORMATION

Item 2.    Unregistered Sales of Equity Securities and use of Proceeds........................................24

Item 4.    Submission of Matters to a Vote of Security Holders................................................24

Item 5.    Other Information..................................................................................25

Item 6.    Exhibits ..........................................................................................25

Signature  ...................................................................................................26


</TABLE>





                                    2 of 26
<PAGE>
<TABLE>
<CAPTION>

<S>                                                                     <C>                <C>

Part I. FINANCIAL INFORMATION
Item 1. Financial Statements

                                                  TASTY BAKING COMPANY AND SUBSIDIARIES
                                                       CONSOLIDATED BALANCE SHEETS
                                                               (Unaudited)
                                                                 (000's)


------------------------------------------------------------------------------------------------------------------
                                                                      June 25, 2005     December 25, 2004 (a)
------------------------------------------------------------------------------------------------------------------
Assets
Current assets:
       Cash                                                             $     49           $    320
       Receivables, less allowance of $3,913 and $4,848, respectively     22,272             20,049
       Inventories                                                         5,790              5,412
       Deferred income taxes                                               3,367              3,280
       Prepayments and other                                                 452              1,092
                                                                       -------------------------------------------
          Total current assets                                            31,930             30,153
                                                                       -------------------------------------------
Property, plant and equipment:
       Land                                                                1,033              1,033
       Buildings and improvements                                         41,370             41,327
       Machinery and equipment                                           140,624            166,449
                                                                       -------------------------------------------
                                                                         183,027            208,809
       Less accumulated depreciation                                     120,376            143,774
                                                                       -------------------------------------------
                                                                          62,651             65,035
                                                                       -------------------------------------------
Other assets:
Long-term receivables from independent sales distributors                 11,453             11,185
Deferred income taxes                                                     10,375             10,337
Other                                                                      1,799              1,792
                                                                       -------------------------------------------
                                                                          23,627             23,314
                                                                       -------------------------------------------
Total assets                                                            $118,208           $118,502
                                                                       ===========================================

Liabilities
Current liabilities:
       Current obligations under capital leases                         $    728           $    713
       Notes payable, banks                                                4,600              2,700
       Accounts payable                                                    7,036              9,083
       Accrued payroll and employee benefits                               7,815              7,145
       Reserve for restructures                                              414                436
       Other Accrued Liabilities                                           1,729              3,307
                                                                       -------------------------------------------
          Total current liabilities                                       22,322             23,384

Long-term obligations under capital leases, less current portion           3,788              4,159
Long-term debt                                                            10,000              9,000
Reserve for restructures, less current portion                               280                601
Accrued pensions and other liabilities                                    23,734             23,774
Postretirement benefits other than pensions                               16,648             16,747
                                                                       -------------------------------------------
Total liabilities                                                         76,772             77,665
                                                                       -------------------------------------------

Shareholders' equity
       Common stock                                                        4,558              4,558
       Capital in excess of par value of stock                            28,922             28,933
       Retained earnings                                                  22,809             22,261
                                                                       -------------------------------------------
                                                                          56,289             55,752
       Less:
       Accumulated other comprehensive loss                                2,398              2,398
       Treasury stock, at cost                                            11,748             11,568
       Deferred Stock Compensation                                           672                898
       Management Stock Purchase Plan receivables                             35                 51
                                                                       -------------------------------------------
                                                                          41,436             40,837
                                                                       -------------------------------------------
Total liabilities and shareholders' equity                              $118,208           $118,502
                                                                       ===========================================



 (a) Amounts have been reclassified for comparative purposes.

</TABLE>

See Notes to Consolidated Financial Statements.

                                    3 of 26
<PAGE>

<TABLE>
<CAPTION>

<S>                                         <C>          <C>                        <C>          <C>

                      TASTY BAKING COMPANY AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
                        (000's, except per share amounts)



----------------------------------------------------------------------------------------------------------------
                                            For the Thirteen Weeks Ended        For the Twenty-Six Weeks Ended
                                           June 25, 2005  June 26, 2004 (a)    June 25, 2005   June 26, 2004 (a)
----------------------------------------------------------------------------------------------------------------


Gross Sales                                 $  69,580    $  64,837                  $ 135,526    $ 133,197
Less discounts and allowances                 (25,850)     (24,782)                   (50,642)     (52,664)
                                            ---------------------------------------------------------------

Net Sales                                      43,730       40,055                     84,884       80,533
                                            ---------------------------------------------------------------
Costs and expenses:
      Cost of sales                            27,125       25,752                     53,149       52,078
      Depreciation                              1,661        1,825                      3,462        3,555
      Selling, general and administrative      13,526       11,447                     26,181       23,023
      Interest expense                            326          326                        647          629
      Gain on sale of routes                     --            (75)                      --            (75)
      Other income, net                          (242)        (258)                      (480)        (484)
                                            ---------------------------------------------------------------
                                               42,396       39,017                     82,959       78,726
                                            ---------------------------------------------------------------
Income before provision for
      income taxes                              1,334        1,038                      1,925        1,807

Provision for income taxes                        448          384                        560          670
                                            ---------------------------------------------------------------

Net income                                  $     886    $     654                  $   1,365    $   1,137
                                            ===============================================================


Average common shares outstanding:
          Basic                                 8,056        8,092                      8,060        8,094
          Diluted                               8,159        8,099                      8,163        8,106

Per share of common stock:

      Net income:
          Basic and Diluted                 $    0.11    $    0.08                  $    0.17    $    0.14
                                            ===============================================================
      Cash dividend                         $    0.05    $    0.05                  $    0.10    $    0.10
                                            ===============================================================


 (a) Amounts have been reclassified for comparative purposes.

</TABLE>

See Notes to Consolidated Financial Statements.

                                    4 of 26
<PAGE>

<TABLE>
<CAPTION>

<S>                                                                <C>                  <C>
                      TASTY BAKING COMPANY AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOW
                                   (Unaudited)
                                     (000's)


-----------------------------------------------------------------------------------------------------
                                                                   For the Twenty-Six Weeks Ended
                                                                June 25, 2005        June 26, 2004
-----------------------------------------------------------------------------------------------------


Cash flows from (used for) operating activities
     Net income                                                    $ 1,365              $ 1,137
     Adjustments to reconcile net income to net
      cash provided by operating activities:
         Depreciation                                                3,462                3,555
         Gain on sale of routes                                       --                    (75)
         Restructure payments                                         (343)                (843)
         Pension expense                                               167                1,055
         Deferred taxes                                               (124)                 733
         Other                                                         366                   42
     Changes in assets and liabilities:
         Decrease (increase) in receivables                         (2,629)                 395
         Decrease (increase) in inventories                           (378)                 343
         Decrease (increase) in prepayments and other                  724               (1,139)
         Decrease in accounts payable, accrued
           payroll and other current liabilities                    (2,955)                (431)
                                                              --------------------------------------

     Net cash from (used for) operating activities                    (345)               4,772
                                                              --------------------------------------

Cash flows from (used for) investing activities
     Proceeds from sale of property, plant and equipment              --                     67
     Purchase of property, plant and equipment                      (1,287)              (4,730)
     Proceeds from independent sales distributor loan repayments     2,299                1,930
     Loans to independent sales distributors                        (2,483)              (1,683)
     Other                                                             (89)                 (14)
                                                              --------------------------------------

     Net cash used for investing activities                         (1,560)              (4,430)
                                                              --------------------------------------

Cash flows from (used for) financing activities
     Dividends paid                                                   (817)                (809)
     Payment of long-term debt                                        (356)                (167)
     Net increase (decrease) in short-term debt                      1,900               (1,300)
     Additional long-term debt                                       1,000                2,000
     Purchase of treasury stock                                        (93)                --
                                                              --------------------------------------

     Net cash from (used for) financing activities                   1,634                 (276)
                                                              --------------------------------------

     Net increase (decrease) in cash                                  (271)                  66

     Cash, beginning of year                                           320                   33
                                                              --------------------------------------

     Cash, end of period                                           $    49              $    99
                                                              ======================================

     Supplemental Cash Flow Information
     Cash paid during the period for:
         Interest                                                  $   649              $   615
                                                              ======================================
         Income taxes                                              $    13              $    43
                                                              ======================================



 See Notes to Consolidated Financial Statements.

</TABLE>



                                    5 of 26
<PAGE>



                      TASTY BAKING COMPANY AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.     Significant  Accounting  Policies
       --------------------------------
       (000's, except share and per share amounts)


       Nature of the Business

       Tasty Baking  Company is a leading  producer of sweet baked goods and one
       of the  nation's  oldest and largest  independent  baking  companies,  in
       operation  since  1914.  It  has  two  manufacturing  facilities,  one in
       Philadelphia, PA, and a second facility in Oxford, PA.

       Fiscal Year

       The company  and its  subsidiaries  operate on a 52-53 week fiscal  year,
       ending on the last  Saturday of  December.  Fiscal year 2005 is a 53-week
       year.

       Basis of Consolidation

       The consolidated financial statements include the accounts of the company
       and its subsidiaries. Intercompany transactions are eliminated.

       Interim Financial Information

       In the opinion of management,  the  accompanying  unaudited  consolidated
       financial  statements contain all adjustments,  consisting only of normal
       and  recurring  adjustments,  necessary to present  fairly the  financial
       position of the company as of June 25, 2005 and December  25,  2004,  the
       results of its  operations  for the thirteen and  twenty-six  weeks ended
       June 25, 2005 and June 26, 2004, and cash flows for the  twenty-six  week
       period  ended  June  25,  2005 and June  26,  2004,  respectively.  These
       unaudited consolidated financial statements should be read in conjunction
       with the consolidated  financial  statements and footnotes thereto in the
       company's 2004 Annual Report to Shareholders. In addition, the results of
       operations for the thirteen and twenty-six  weeks ended June 25, 2005 are
       not  necessarily  indicative  of the results to be expected  for the full
       year.

       Use of Estimates

       Certain  amounts  included  in the  accompanying  consolidated  financial
       statements and related  footnotes  reflect the use of estimates  based on
       assumptions  made by  management.  These  estimates  are made  using  all
       information  available to management,  and management believes that these
       estimates are as accurate as possible as of the dates and for the periods
       that the financial statements are presented.  Actual amounts could differ
       from these  estimates.  Significant  estimates  for the  company  include
       customer  sales and discounts  and  allowances,  collections,  long-lived
       asset impairment,  pension and postretirement plan assumptions,  workers'
       compensation expense and income tax valuation.

       Revenue Recognition

       Revenue is  recognized  when  title and risk of loss pass,  which is upon
       receipt  of goods by the  independent  sales  distributor,  retailers  or
       third-party   distributors.   For  route  sales,  the  company  sells  to
       independent  sales  distributors  who, in turn, sell to retail customers.
       Revenue for sales to independent  sales  distributors  is recognized upon
       receipt of the product by the  distributor.  For sales made directly to a
       retail customer or a third-party distributor,  revenue is recognized upon
       receipt of the product by the retail customer or third-party distributor.


                                    6 of 26
<PAGE>


       Sale of Routes

       The company's sales  distribution  routes are owned by independent  sales
       distributors  who purchase  the  exclusive  right to sell and  distribute
       Tastykake products in defined geographical  territories.  The company may
       sell routes to independent sales distributors, recognizing a gain or loss
       on the sale.  Routes sold by the company are either  existing routes that
       the  company  has  previously   purchased   from  an  independent   sales
       distributor, or newly established routes in new geographies.  Any gain or
       loss recorded by the company is based on the difference between the sales
       price and the carrying value of the route,  and is recorded as a separate
       line item in the  consolidated  statements  of  operations.  The  company
       recognizes  gains on sales of  routes  since  all  material  services  or
       conditions  related  to the sale have  been  substantially  performed  or
       satisfied  by the  company  as of the date of sale.  In most  cases,  the
       company  will  finance a portion  of the  purchase  price  with  interest
       bearing notes.  Interest rates on the notes are based on Treasury  yields
       plus a spread.  The notes require full repayment of the loan amount.  The
       company has no obligation  to later  repurchase a route but may choose to
       do so to facilitate a change in route ownership.

       Cash and Cash Equivalents

       The company  considers all investments with an original maturity of three
       months or less on their acquisition date to be cash equivalents.

       Inventory Valuation

       Inventories,  which include material,  labor and manufacturing  overhead,
       are stated at the lower of cost or market,  cost being  determined  using
       the  first-in,  first-out  ("FIFO")  method.  Inventory  balances for raw
       materials,  work in progress,  and finished goods are regularly  analyzed
       and  provisions  for excess  and  obsolete  inventory  are  recorded,  if
       necessary,  based  on the  forecast  of  product  demand  and  production
       requirements.

       Spare  parts,  which are  recorded as  property  plant &  equipment,  are
       reviewed for potential  obsolescence on a quarterly  basis.  Reserves are
       established for all spare parts that are no longer usable.

       Excessive  spoilage and idle facility  expenses that would be material to
       the financial  statements would be excluded from allocated  manufacturing
       overhead and treated as period costs.

       Property and Depreciation

       Property,  plant and  equipment  are  carried  at cost.  Depreciation  is
       computed by the  straight-line  method over the estimated useful lives of
       the assets.  Buildings and  improvements are depreciated over thirty-nine
       years.  The  principal  manufacturing  plant is leased from the company's
       pension plan and is amortized over twenty years.  Leasehold  improvements
       are generally depreciated over thirty-nine years. Machinery and equipment
       are depreciated  over fifteen years.  Spare parts are recorded as part of
       machinery and equipment and are expensed as utilized.  The new enterprise
       resource planning system is being depreciated over five years.

       Costs of major  additions,  replacements and betterments are capitalized,
       while maintenance and repairs, which do not improve or extend the life of
       the respective assets, are expensed as incurred.

       For significant projects,  the company capitalizes labor costs associated
       with the  construction  and  installation  of  plant  and  equipment  and
       significant information technology development projects. The company also
       capitalizes   interest  as  a  component  of  the  cost  of   significant
       construction projects.

       In  accordance  with SFAS  No.144,  long-lived  assets are  reviewed  for
       impairment whenever events or changes in circumstances  indicate that the
       carrying amount may not be  recoverable.  In instances where the carrying
       amount  may not be  recoverable,  the  review  for  potential  impairment
       utilizes  estimates and assumptions of future cash flows directly related
       to the asset.  For assets  where  there is no plan for  future  use,  the
       review for  impairment  includes  estimates and  assumptions  of the fair
       market  value of the  asset,  which  is  based  on the  best  information
       available.  These assets are recorded at the lower of their book value or
       market value.


                                    7 of 26
<PAGE>




       Retirement Plans

       The company's  funding policy for the pension plan ("Pension Plan") is to
       contribute  amounts  deductible for federal income tax purposes plus such
       additional amounts, if any, as the company's actuarial consultants advise
       to be appropriate.  In 1987 the company elected to immediately  recognize
       all gains and losses in excess of the pension corridor.

       The company accrues normal periodic  pension expense or income during the
       year based upon certain  assumptions  and  estimates  from its  actuarial
       consultants in accordance with Statement of Financial Accounting Standard
       No.  87,  "Employers'  Accounting  for  Pensions."  These  estimates  and
       assumptions  include  discount  rate,  rate of  return  on  plan  assets,
       compensation increases, mortality and employee turnover. In addition, the
       rate of return on plan  assets is  directly  related  to  changes  in the
       equity and credit  markets,  which can be very  volatile.  The use of the
       above  estimates and  assumptions,  market  volatility  and the company's
       election to  immediately  recognize all gains and losses in excess of its
       pension  corridor in the current year may cause the company to experience
       significant  changes in its pension  expense or income from year to year.
       Expenses or income that fall outside the corridor are recognized  only in
       the fourth quarter of each year.

       The company amended the Pension Plan to freeze benefit accruals effective
       March 26, 2005. Participants will be credited for service after March 26,
       2005  solely for  vesting  purposes  pursuant to the terms of the Pension
       Plan.  Each vested  participant  will receive their total pension benefit
       accrued through March 26, 2005, upon retirement from the company.

       Effective  March  27,  2005 the  company  adopted  a new  company  funded
       retirement  plan, which is a defined  contribution  benefit that replaces
       the  benefit  provided  in the Pension  Plan.  In the new company  funded
       retirement plan, the company will make cash contributions into individual
       accounts for eligible  employees.  These contributions will be equal to a
       percentage of an employee's  eligible  compensation  and will increase in
       pre established  increments  based on a combination of the employee's age
       and years of credited service.


                                    8 of 26
<PAGE>



       Stock-Based Compensation

       The company measures stock-based  compensation and reports the calculated
       differences  between the reported and pro forma impact of the  fair-value
       method on the  interim  and annual  financial  reports as  required.  See
       Recent Accounting Statements regarding a change effective in 2006.

<TABLE>
<CAPTION>

<S>                                                 <C>              <C>             <C>            <C>

                                                       Thirteen Weeks Ended           Twenty-six Weeks Ended
                                                   June 25, 2005    June 26, 2004   June 25, 2005    June 26, 2004
                                                   -------------    -------------   -------------    -------------
       Net income as reported                       $        886     $        654    $      1,365   $        1,137

       Deduct: Total stock-based employee
       compensation expense determined under
       fair-value net of related tax effects                 (64)             (66)           (126)            (127)
                                                  -----------------------------------------------------------------
       Pro forma net income                         $        822     $        588    $      1,239   $        1,010
                                                  ================================================================

       Earnings per share:
       Basic and Diluted - as reported              $       0.11     $       0.08    $       0.17   $         0.14
                                                  ================================================================
       Basic and Diluted - pro forma                $       0.10     $       0.07    $       0.15   $         0.12
                                                  ================================================================
</TABLE>


       Treasury Stock

       Treasury stock is stated at cost. Cost is determined by the FIFO method.

       Net Income Per Common Share

       Net income per common share is  presented  as basic and diluted  earnings
       per share.  Net income per common  share - Basic is based on the weighted
       average number of common shares  outstanding  during the year. Net income
       per common  share - Diluted is based on the  weighted  average  number of
       common shares and dilutive potential common shares outstanding during the
       year.  Dilution is the result of including  outstanding stock options and
       restricted shares.

       Recent Accounting Statements

       In December 2004, the FASB issued FASB Statement No. 123(R),  Share-Based
       Payment (FAS 123(R)),  which requires companies to expense the fair-value
       of employee stock options and other forms of stock-based compensation. In
       April 2005,  the SEC approved a new rule that makes FAS 123(R)  effective
       for annual periods that begin after June 15, 2005. The company expects to
       adopt FAS  123(R) in  January  2006.  The  company  expects to select the
       Modified  Prospective  Application  (MPA),  without  restatement of prior
       interim  periods  in the  year of  adoption.  The  company  is  currently
       evaluating  the impact of the  adoption  of this  standard,  but does not
       expect a material impact compared to the pro forma amounts.

       In May 2005, the FASB issued Statement of Financial  Accounting Standards
       No. 154 ("SFAS No. 154"), Accounting Changes and Error Corrections.  SFAS
       No.  154  replaces  APB No.  20,  Accounting  Changes,  and SFAS  No.  3,
       Reporting  Accounting  Changes  in  Interim  Financial  Statements,   and
       establishes   retrospective   application  as  the  required  method  for
       reporting  a  change  in  accounting  principle.  SFAS No.  154  provides
       guidance for determining whether retrospective application of a change in
       accounting  principle is  impracticable  and for  reporting a change when
       retrospective  application is impracticable.  The statement also requires
       that a change in  depreciation,  amortization,  or  depletion  method for
       long-lived,   nonfinancial  assets  be  accounted  for  as  a  change  in
       accounting  estimate effected by a change in accounting  principle.  SFAS
       No. 154 is effective for  accounting  changes and  corrections  of errors
       made in fiscal years  beginning after December 15, 2005. The company does
       not  anticipate  that the  adoption  of SFAS No. 154 will have a material
       impact on its consolidated results of operations.



                                    9 of 26
<PAGE>



2.     Restructure Charges
       -------------------

       From fiscal years 2001 to 2004, the company  implemented three strategies
       that resulted in restructuring charges. These strategies were the closing
       of the company owned thrift stores which began in 2001, the exit from the
       Dutch Mill Baking  facility in 2001, and the departure of executives as a
       result of the strategic  changes made in 2002 with the arrival of the new
       CEO to the company.  The specific costs and  activities  related to these
       events are outlined below.

       During the fourth quarter of 2001, a strategic  decision was made to exit
       the Dutch Mill Baking  Company  production  facility  and  recognize  the
       efficiencies  related to moving production to the company's  Oxford,  PA,
       plant.  There were 19  manufacturing  and four  administrative  positions
       eliminated  as a  result.  In  addition,  the  company  made a  strategic
       decision to exit the thrift  store  business.  The closing  affected  six
       thrift store  employees.  Costs related to these two events were included
       in a restructure charge of $1,728.

       During the second  quarter of 2002,  the company closed six thrift stores
       and eliminated certain manufacturing and administrative  positions as the
       company made a strategic  decision to exit the thrift  store  business in
       the fourth  quarter  of 2001.  There were 67  employees  terminated  as a
       result of this restructure, of which 42 were temporary employees, 13 were
       thrift  store   employees  and  12  were  corporate  and   administrative
       employees.  Costs  related to these events were included in a restructure
       charge of $1,405.

       During  the  fourth  quarter  of  2002,  the  company  incurred  a $4,936
       restructure  charge related to the closing of the remaining twelve thrift
       stores and the  specific  arrangements  made with senior  executives  who
       departed the company in the fourth  quarter of 2002. The departure of the
       senior  executives  was a result  of the  strategic  changes  made in the
       fourth  quarter of 2002 with the  arrival of the new CEO to the  company.
       There were 29 employees  terminated as a result of this  restructure,  of
       which 25 were thrift store employees and four were corporate executives.

       During  the  fourth  quarter  of  2003,  the  company   incurred  a  $429
       restructure  charge  related to  specific  arrangements  made with senior
       executives  who  departed  the  company.  The  departure  of  the  senior
       executives was the result of the continued  transition resulting from the
       strategic  changes made in the fourth quarter of 2002 with the arrival of
       the new CEO to the company.

       The company  recognized net restructure charge reversals in 2003 of $500.
       These  reversals  resulted from  favorable  settlements of certain thrift
       store lease contracts reserved in the 2002 restructuring.

       In the fourth  quarter of 2004,  the company  favorably  settled  certain
       thrift store lease  contracts  for a gain of $35. This gain was offset by
       reversals of previously sub-leased contracts that subsequently defaulted,
       and other adjustments  related to the estimated  expenses for maintaining
       the thrift stores still under contract, which resulted in a net charge of
       $9.

<TABLE>
<CAPTION>

<S>                     <C> <C>              <C>            <C>            <C>            <C>

       Restructure Reserve Activity
                                             Lease Obligations   Severance      Other        Total
                                             ---------------------------------------------------------
       Balance December 27, 2003             $       813    $     1,485    $        77    $     2,375
       Q1 2004 Payments                             (125)          (387)          (16)           (528)
                                             ---------------------------------------------------------
       Balance March 27, 2004                        688          1,098             61          1,847
       Q2 2004 Payments                             (112)          (187)           (16)          (315)
                                             ---------------------------------------------------------
       Balance June 26, 2004                         576            911             45          1,532
       Q3 2004 Payments                              (88)          (176)          (16)           (280)
                                             ---------------------------------------------------------
       Balance September 25, 2004                    488            735             29          1,252
       Q4 2004 Reversal of reserve, net
        of adjustments                                 4              -              5              9
       Q4 2004 Payments                              (85)          (143)             4           (224)
                                             ---------------------------------------------------------
       Balance December 25, 2004                     407            592             38          1,037
       Q1 2005 Payments                            (116)           (58)           (12)          (186)
                                             --------------------------------------------------------
       Balance March 26, 2005                        291            534             26            851
       Q2 2005 Payments                             (89)           (57)           (11)          (157)
                                             --------------------------------------------------------
       Balance June 25, 2005                 $       202    $       477    $        15    $       694
                                             --------------------------------------------------------

</TABLE>

                                    10 of 26
<PAGE>



       Restructure Charges (cont.)
       ---------------------------

       The  balance  of the  severance  charges  is  expected  to be  paid as of
       December 2005, and the balance of the lease obligations and other charges
       is  expected  to be paid as of  November  2006.  The  company is not in a
       situation  where  a  liability  for  costs  associated  with  any  of the
       restructurings noted above could not be recognized because the fair-value
       could not be reasonably estimated.

3.     Inventories
       -----------

       Inventories are classified as follows:

                                         June 25, 2005      December 25, 2004
                                         -------------      -----------------
       Finished goods                  $         1,730        $         1,481
       Work in progress                            181                    135
       Raw materials and supplies                3,879                  3,796
                                       --------------------------------------
                                       $         5,790        $         5,412
                                       ======================================

4.   Credit Facility
     ---------------

       On January 31, 2002,  the company  entered into a new $40 million  Credit
       Facility  (Facility)  with two banks  (the Bank  Group)  to  replace  its
       short-term lines of credit and the former Revolving Credit Agreement. The
       agreement  was  subsequently  amended on January  23,  2004 to reduce the
       commitments under the Facility to $30 million. The Facility,  as amended,
       provides $10 million for short-term  borrowings  under a 364-day line and
       $20 million for long-term  borrowings  under a three year revolving line.
       The 364-day line contains a $6 million sub-limit for overnight borrowings
       and the  revolving  line allows for the  issuance  of Standby  Letters of
       Credit  up to  $6  million,  which  reduce  the  availability  under  the
       Facility.  Upon approval of the Bank Group, the terms of both the 364-day
       line and the revolving line may be extended for an additional  364-day or
       annual period,  respectively.  Interest rates in the Facility are indexed
       to LIBOR or the Prime  Rate  based  upon the  company's  ratio of debt to
       EBITDA and rates may change up to 1.5%  based on that  ratio.  Commitment
       fees are charged on the unused  portion of the Facility and range from 30
       to 45 basis points  based upon the same ratio used to determine  interest
       rates.  The Facility,  as amended,  contains  restrictive  covenants that
       require the maintenance of minimum  Tangible Net Worth,  limit the amount
       of capital  expenditures  and limit the ratios of EBITDA to certain fixed
       charges and total indebtedness. The Facility also provides the Bank Group
       with a  security  interest  in all  unencumbered  assets  of the  company
       including  certain real property  through June 25, 2005. After that date,
       the security interest may be terminated if certain objective measures are
       met.  The  company  had not met the  objective  criteria  to release  the
       security interest as of June 25, 2005.

       In the first quarter of 2005,  the company and the Bank Group amended the
       Facility 1) to waive certain covenant violations that existed on December
       25, 2004; 2) to amend the  Facility's  definitions to exclude the effects
       of the company's 2004 pension  expense in excess of its 10% corridor;  3)
       to amend the limit on capital expenditures for 2005 to $10 million; 4) to
       amend the  minimum  Tangible  Net Worth  required;  and 5) to extend  the
       maturity  of the 364-day  line to March 20,  2006.  The waivers  obtained
       cured the company's covenant violations for its 2004 capital expenditures
       and its required minimum Tangible Net Worth.


                                    11 of 26
<PAGE>




5.     Defined Benefit Retirement Plans
       --------------------------------

       The company  maintains a partially  funded  noncontributory  Pension Plan
       providing  retirement benefits for substantially all employees.  Benefits
       under this Pension Plan  generally are based on the  employees'  years of
       service  and  compensation  during the years  preceding  retirement.  The
       company  maintains an unfunded  Supplemental  Executive  Retirement  Plan
       ("SERP") providing  retirement  benefits for key employees  designated by
       the Board of Directors.  Benefits  under the SERP  generally are based on
       the key  employees'  years of service and  compensation  during the years
       preceding  retirement.  The company also maintains an unfunded Directors'
       Retirement Plan. The benefit amount is the annual retainer in the year of
       retirement.

       Effective  October 2004, the SERP for all active  employees was converted
       from a defined  benefit to a defined  contribution  plan to be consistent
       with the changes made to the Pension Plan.

       In December  2004,  upon approval by the Board of Directors,  the company
       announced  to its  employees  that it was  amending  the Pension  Plan to
       freeze benefit accruals  effective March 26, 2005.  Participants  will be
       credited for service  after March 26, 2005,  solely for vesting  purposes
       pursuant to the terms of the Pension Plan. Each vested  participant  will
       receive their total pension  benefit accrued through March 26, 2005, upon
       retirement from the company.

       The components of the Pension,  SERP, and Directors' Retirement plans are
       summarized as follows:

<TABLE>
<CAPTION>

<S>                                             <C>             <C>              <C>                <C>


                                                      Thirteen Weeks Ended             Twenty-six Weeks Ended
                                                 June 25, 2005   June 26, 2004     June 25, 2005     June 26, 2004
                                                 -----------------------------     -------------------------------
       Service cost                             $         131   $          353   $          262     $          705
       Interest cost                                    1,209            1,287            2,418              2,574
       Expected return on plan assets                  (1,266)          (1,124)          (2,532)            (2,248)
       Amortization of prior service costs                 (5)              (1)              (9)                (2)
       Amortization of net loss                            14               13               28                 26
                                                ------------------------------   ---------------------------------
       Net pension amount charged to income     $          83   $          528   $          167     $        1,055
                                                ==============================   =================================
</TABLE>



       There is no minimum cash  contribution  to the Pension Plan in 2005.  The
       company  is  expecting  to make a cash  contribution  in 2005 but has not
       determined the amount.

6.     Defined Contribution Retirement Plans
       -------------------------------------

       Effective  at the  beginning  of the second  quarter  2005,  the  company
       adopted  a  new  company  funded  retirement  plan  which  is  a  defined
       contribution  benefit that  replaces the benefit  provided in the Pension
       Plan. In the new company  funded  retirement  plan, the company will make
       cash contributions into individual  accounts for all eligible  employees.
       These  contributions  will be  equal  to a  percentage  of an  employee's
       eligible  compensation  and will increase in pre  established  increments
       based on a  combination  of the  employee's  age and  years  of  credited
       service. Total contributions for the second quarter of 2005 were $501.

       Effective  October 2004, the SERP for all active  employees was converted
       from a defined  benefit to a defined  contribution  plan to be consistent
       with the changes made to the Pension Plan.  Total  accrued  contributions
       for the twenty-six weeks ended June 25, 2005 were $94.



                                    12 of 26
<PAGE>


<TABLE>
<CAPTION>

<S>                                            <C>              <C>               <C>               <C>

7.     Postretirement Benefits Other than Pensions
       -------------------------------------------

       Components of Net Periodic Postretirement Benefit Cost:

                                                    Thirteen Weeks Ended               Twenty-six Weeks Ended
                                                June 25, 2005   June 26, 2004      June 25, 2005     June 26, 2004
                                                -----------------------------      -------------------------------
       Service cost                            $          122   $         104     $          219    $          208
       Interest cost                                      163             235                365               471
       Amortization of unrecognized
             prior service cost (a)                      (134)              -               (239)                -
       Amortization of unrecognized gain                  (25)              -                (25)                -
                                               ------------------------------     --------------------------------
       Net periodic benefit cost               $          126   $         339     $          320    $          679
                                               ==============================     ================================

</TABLE>



       (a)    Over the past 5 years,  increases have been made in the portion of
              the cost of life  insurance  paid by retirees.  These  substantive
              changes to the plan are being  treated as an  amendment  effective
              December 26, 2004, which is the first day of fiscal 2005.

       Employer Contributions:
       Estimated  company  contributions for the twenty-six weeks ended June 25,
       2005, are $439.

       The Medicare  Prescription Drug Improvement and Modernization Act of 2003
       was signed into law on December 8, 2003.  In  accordance  with FASB Staff
       Position  FAS 106-1,  the company  has made a one-time  election to defer
       recognition  of the  effects  of the law in the  accounting  for its plan
       under  FAS 106 and in  providing  disclosures  related  to the  plan.  In
       accordance  with  FASB  Staff  Position   106-2,   any  measures  of  the
       Accumulated   Postretirement   Benefit   Obligation   or   Net   Periodic
       Postretirement Benefit Cost do not reflect any amount associated with the
       subsidy  because the company has not yet  concluded  whether the benefits
       provided by the plan are actuarially  equivalent to Medicare Part D under
       the Act.







                                    13 of 26
<PAGE>



                      TASTY BAKING COMPANY AND SUBSIDIARIES

Item 2.  Management's  Discussion  and  Analysis of  Financial  Condition  and
         Results of Operations
                   (000's, except share and per share amounts)

Critical Accounting Estimates
-----------------------------

The  accompanying  consolidated  financial  statements  have  been  prepared  in
accordance with accounting  principles  generally accepted in the United States,
which require that management make numerous  estimates and  assumptions.  Actual
results  could  differ  from those  estimates  and  assumptions,  impacting  the
company's reported results of operations and financial  position.  The company's
significant  accounting  policies  are  more  fully  described  in Note 1 to the
company's audited consolidated financial statements in the company's 2004 Annual
Report to Shareholders.  Certain accounting policies, however, are considered to
be  critical  in that  (i)  they  are most  important  to the  depiction  of the
financial  condition  and  results of  operations  of the company and (ii) their
application  requires  management's most subjective judgment in making estimates
about the effect of matters that are inherently uncertain.

Customer Sales and Discounts and Allowances

The company gives  allowances  and offers  various sales  incentive  programs to
customers  and consumers  that are  accounted  for as a reduction of sales.  The
company records estimated reductions to sales for:

       o      Price promotion discounts at the time the product purchased by the
              independent sales distributor is sold to the final retail customer
       o      Distributor discounts at the time revenue is recognized
       o      Coupon expense at the estimated redemption rate
       o      Customer rebates at the time revenue is recognized
       o      Cooperative  advertising  at the time the company's  obligation to
              the customer is incurred
       o      Product returns received from independent sales distributors

Price  promotion  discount  expense is recorded  when the related  product being
discounted is sold by the independent  sales distributor to the retail customer.
The amount of the price  promotion is captured in the hand held computer  system
when the independent sales distributor sells product to the retail customer. The
price promotion  discount is based upon actual  discounts per case based upon an
approved  price  promotion  calendar.  Any  variation in price  discounts is due
primarily to the company  selling more volume on discount  than  estimated,  but
that variation is recorded each month.  Independent sales distributors receive a
purchase  discount equal to a percentage of the wholesale  price of product sold
to retailers  and other  customers,  adjusted for price  promotions  and product
returns.  Direct  retail  customers  receive  a  purchase  discount  equal  to a
percentage of the wholesale price of product received.  Discounts to independent
distributors  and retail  customers are based on agreed upon rates,  and amounts
vary based upon volume.

Coupon  expense  estimates  are based  upon the  number of  coupons  dropped  to
consumers  and the estimated  redemption  percentage.  The estimated  redemption
percentages  are based on data obtained from the  company's  third-party  coupon
processor,  and their  experience  with similar  coupon  drops.  The estimate is
updated monthly upon receipt of the actual coupon redemption  report.  Estimates
for customer rebates assume that customers will meet the required  quantities to
qualify for payment.  If the  customers  fall above or below the estimate as the
year progresses, this could impact the estimate. Cooperative advertising expense
is recorded based on the estimated  advertising cost of the underlying  program.
Product  returns are  recorded as product is received  back to the  company.  At
quarter end, an  estimated  reserve for product  returns is recorded  based upon
sales and actual  return  experience  in the last month of the  quarter.  Actual
returns may vary from this estimate.  An estimate for the product return reserve
must be used at month end in order to  prepare  the  financial  statements  on a
timely basis since actual product returns come in subsequent to month end.


                                    14 of 26
<PAGE>



Customer Sales and Discounts and Allowances (cont.)

Some customers take deductions when they make payments to the company.  Based on
historical  experience,  it is the company's current policy to reserve for these
deductions  at the time they are taken by the  customer.  If it is determined by
the company that a deduction may not be valid,  the deduction is evaluated  with
the customer and the reserve could be reversed.

Total sales  discounts and  allowances  approximated  $25 million per quarter in
2004.  Since the company  obtains  updated  information  on every  discount  and
allowance  account each month, the risk that estimates are not properly recorded
are  generally  limited to a percentage of one month's  activity.  This activity
approximated $8 million for 2004.  Historically  actual discounts and allowances
have not varied significantly from estimates.

Collections

The company aggressively pursues collection of accounts receivable balances. The
company performs ongoing credit  evaluations of customers'  financial  condition
and makes quarterly  estimates of its collectibility of its accounts  receivable
balances.  Management  specifically  analyzes  accounts  receivable  trends  and
historical  bad debts,  customer  concentrations,  customer  credit  worthiness,
levels of customer  deductions,  current economic trends and changes in customer
payment  terms when  evaluating  the  adequacy  of the  allowance  for  doubtful
accounts. If the financial condition of customers were to deteriorate, resulting
in an impairment of their ability to make payments,  additional allowances would
be required.

The  provision  for  doubtful  accounts is  recorded  as a selling,  general and
administrative  expense. The allowance for doubtful accounts has two components.
The first component is a reserve against all accounts  receivable balances based
on the last five  years of  write-off  experience  for the  company.  The second
component is for  specifically  identified  accounts  receivable  balances  from
customers  whose  ability  to pay is in  question,  such as  customers  who file
bankruptcy while they have an outstanding balance due the company.  Although the
total  allowance  for  doubtful  accounts  reflects the  estimated  risk for all
customer balances,  if any one of our top twenty customers'  accounts receivable
balances  became fully  uncollectible,  that would have a material impact on our
consolidated statement of operations, and would negatively impact cash flow.

Long-lived asset impairment

In accordance  with SFAS No.144,  long-lived  assets are reviewed for impairment
whenever  events or changes in  circumstances  indicate that the carrying amount
may not be  recoverable.  In  instances  where the  carrying  amount  may not be
recoverable,   the  review  for  potential  impairment  utilizes  estimates  and
assumptions  of future  cash flows  directly  related  to the  asset.  Cash flow
estimates are typically  derived from the company's  historical  experience  and
internal business plans.

For assets  where  there is no plan for future  use,  the review for  impairment
includes  estimates and assumptions of the fair market value of the asset, which
is based on the best information available. The company uses market prices, when
available,  and independent  appraisals as appropriate to determine  fair-value.
These assets are recorded at the lower of their book value or market value.

Adverse  changes  in  future  market  conditions  could  result  in losses or an
inability to recover the carrying value of the asset.



                                    15 of 26
<PAGE>




Pension and Postretirement Plans

Accounting  for pensions and  postretirement  benefit plans  requires the use of
estimates and assumptions  regarding numerous factors,  including discount rate,
rate  of  return  on plan  assets,  compensation  increases,  health  care  cost
increases,  mortality and employee turnover. A sensitivity analysis for pensions
is included in Note 8 and a  sensitivity  analysis for  postretirement  benefits
other than pensions is included in Note 9 to the company's audited  consolidated
financial  statements  in the  company's  2004  Annual  Report to  Shareholders.
Licensed independent  actuaries perform these required calculations to determine
liability and expense in accordance  with the  accounting  principles  generally
accepted  in  the  United  States.  In  addition,  the  company  may  experience
significant  changes in its  pension  expense  from year to year  because of its
election in 1987 to immediately recognize all pension gains and losses in excess
of its pension corridor in the year that they occur.  For comparative  purposes,
this is relevant because most other public companies use an amortization  method
that allows  recognition of pension gains and losses to be amortized over longer
periods of time, up to 15 years. Also, the final  determination of the gains and
losses that could  potentially  exceed the  corridor is not known until the last
day of the year,  which makes it difficult to estimate.  The  combination of low
interest  rates and low or  negative  rates of return on plan  assets  can cause
higher levels of pension expense; conversely, high interest rates and high rates
of return on assets  could  result in higher  levels of pension  income.  Market
conditions  where interest  rates and asset returns move  inversely  relative to
each other,  in most  instances,  cause the company to have  pension  expense or
income within its allowable pension corridor. Actual results may differ from the
company's  assumptions and may impact the reported liability and expense amounts
reported for pensions and postretirement benefits. During the first half of 2005
long-term corporate bond rates declined.  As a result, the discount rate used to
value the pension liability at December 31, 2005 could be below the December 25,
2004 discount  rate,  which  increases the risk that pension  expense would fall
outside of the corridor for fiscal year 2005.

Workers' Compensation Expense

Accounting for workers'  compensation  expense requires the use of estimates and
assumptions  regarding  numerous  factors,  including  the ultimate  severity of
injuries,  the timeliness of reporting injuries, and health care cost increases.
The  company  insures  for  workers'  compensation  liabilities  under  a  large
deductible  program  where  losses  are  incurred  by the  company up to certain
specific and aggregate  amounts.  Accruals for claims under the large deductible
insurance program are recorded as claims are incurred. We estimate our liability
based on total  incurred  claims and paid claims,  adjusted by loss  development
factors which account for the development of losses over time. Loss  development
factors are based on prior loss  experience  and on the age of incurred  claims,
and are reviewed by a third-party claim loss specialist. The company's estimated
liability is the difference between the amounts we expect to pay and the amounts
we have already paid for those years,  adjusted for the limits on the  aggregate
amounts. We evaluate our estimated liability on a continuing basis and adjust it
accordingly.  Included in the  estimate of liability is an estimate for expected
changes in inflation and health care costs.

If there are an  excessive  number of  workers'  compensation  claims in a given
accounting  period and the actual  results vary from the company's  assumptions,
this could have a material impact on our consolidated statement of operations.

Income Tax Valuation

During the year, the company records income tax expense and liabilities based on
estimates of book and tax income,  and current tax rates.  These estimates could
vary in the  future  due to  uncertainties  in company  profits,  new laws,  new
interpretations of existing laws, and rulings by taxing authorities. Differences
between actual  results and our  assumptions,  or changes in our  assumptions in
future periods, are recorded in the period they become known.

The company has recorded a deferred  income tax asset for the benefit of federal
and state income tax loss carryforwards ("NOL's"). These carryforwards expire in
varying  amounts  between 2005 and 2024.  Realization is dependent on generating
sufficient  taxable  income  prior  to  expiration  of the  loss  carryforwards.
Although realization is not assured,  management believes that it is more likely
than not that the  deferred  tax assets will be  realized.  However,  the amount
realizable  could be reduced if estimates of future  taxable  income  during the
carryforward period are reduced.



                                    16 of 26
<PAGE>



Income Tax Valuation (cont.)

The company has recorded a deferred  income tax asset benefit for unused federal
AMT credits, which do not expire, and for unused state tax credits, which expire
in varying amounts between 2005 and 2009. Realization is dependent on generating
sufficient  taxable income prior to expiration of the state credits. A valuation
allowance in the amount of $407 has been established as management believes that
a portion of the state credits may not be realized  since NOL's must be utilized
before the state credits.

Results of Operations
---------------------

Overview

Net income for the second  quarter of 2005 was $886 or $0.11 per diluted  share.
Net income for the second  quarter of 2004 was $654 or $0.08 per diluted  share,
which  included a $75 gain from the sale of one route to a sales  distributor in
Maryland.

Net income for the twenty-six  weeks ended June 25, 2005 was $1,365 or $0.17 per
diluted  share.  Net income for the  twenty-six  weeks  ended June 26,  2004 was
$1,137 or $0.14 per diluted  share,  which  included a $75 gain from the sale of
one route to a sales distributor in Maryland.

Sales

Net sales  increased by 9.2% in the second  quarter of 2005 compared to the same
quarter in 2004. Gross sales increased 7.3% in the second quarter of 2005 versus
the same quarter a year ago.  Gross sales volume  increased 5.5% versus the same
quarter a year ago.  The net sales  increase  was  greater  than the gross sales
increase because there was a less than  proportionate  increase in discounts and
allowances compared to the prior year.  Discounts and allowances as a percentage
of gross sales  decreased  1.0  percentage  point in the second  quarter of 2005
versus the second quarter of 2004.  The percentage  improvement in discounts and
allowances  was  primarily  the  result of a  reduction  in the level of product
returns.

Net sales increased by 5.4% in the twenty-six weeks ended June 25, 2005 compared
to the twenty-six  weeks ended June 26, 2004. Gross sales increased 1.7% for the
same time  periods.  The  difference  between the  increase in net sales and the
increase  in  gross  sales  was  the  result  of a  decrease  in  discounts  and
allowances.  The decrease in discounts and allowances is primarily the result of
lower promotional  expense in 2005 compared to 2004 and a reduction in the level
of product returns.

In the  second  quarter of 2005,  route net sales  were up 8.0%  versus the same
period a year ago.  Route net sales growth was driven by sales of the  Tastykake
Sensables(TM)  product  line,  an increase in Family  Pack sales  volume,  and a
reduced rate of product  returns.  Non-route net sales  increased  13.2% for the
same periods due to increased  sales to existing  direct  customers,  as well as
sales in new geographic  areas through new  third-party  distributors.  Sales to
existing direct customers benefited from the company's focus on key accounts and
incremental promotional programs.

Route  net sales  were up 4.5% for the  twenty-six  weeks  ended  June 25,  2005
compared  to  the  twenty-six  weeks  ended  June  26,  2004,  driven  by  lower
promotional expense in the first half of 2005,  partially offset by a decline in
Family Pack volume due to the higher  promoted price points in the first half of
2005.  Other  factors  contributing  to the increase were sales of the Tastykake
Sensables (TM) product line and a reduced rate of product returns. Non-route net
sales  increased 8.5% for the  twenty-six  weeks ended June 25, 2005 compared to
the  twenty-six  weeks ended June 26, 2004,  due to increased  sales to existing
direct  customers,  as  well  as  sales  in new  geographic  areas  through  new
third-party distributors.  Sales to existing direct customers benefited from the
company's focus on key accounts and incremental promotional programs.


                                    17 of 26
<PAGE>




Cost of Sales

Cost of sales, excluding depreciation,  for the second quarter of 2005 increased
by 5.3% compared to the second  quarter of 2004.  This increase in cost of sales
dollars was consistent with the 5.5% sales volume increase in the second quarter
2005 versus the same period in 2004.  The company was able to maintain  its cost
of sales per case sold by  offsetting  increased  fuel and  utility  costs  with
savings on certain commodities, including eggs, sugar and other ingredients.

Cost of sales, excluding  depreciation,  for the twenty-six weeks ended June 25,
2005  increased by 2.1%  compared to the  twenty-six  weeks ended June 26, 2004.
This  increase  in cost of sales  dollars  was driven by  increases  in fuel and
utility costs,  which were partially  offset by savings on certain  commodities,
including eggs, sugar and other ingredients.

Gross Margin

Gross margin after  depreciation,  was 34.2% of net sales for the second quarter
of 2005  compared  to 31.2% in the second  quarter of 2004.  The 3.0  percentage
point improvement  resulted from the improved net sales price  realization.  Net
sales per case increased  while the cost of sales per case remained equal to the
same period a year ago.

Gross margin after depreciation, was 33.3% of net sales for the twenty-six weeks
ended June 25, 2005  compared to 30.9% for the  twenty-six  weeks ended June 26,
2004.  The 2.4  percentage  point  improvement  resulted from the improved price
realization on net sales.  Net sales per case increased  while the cost of sales
per case increased at a lesser rate when compared to the same period a year ago.

Selling, General and Administrative Expenses

Selling,  general and  administrative  expenses  for the second  quarter of 2005
increased  $2,079,  or 18.2%,  compared  to the  second  quarter  of 2004.  This
increase  is  attributed  to  increased   investments  made  in  the  sales  and
information technology organizations as well as increases in marketing spending,
performance based compensation costs and compliance related costs.

Selling, general and administrative expenses for the twenty-six weeks ended June
25, 2005 increased $3,158, or 13.7%, compared to the twenty-six weeks ended June
26, 2004. This increase is attributed to increased investments made in the sales
and  information  technology  organizations  as well as  increases  in marketing
spending,  performance based  compensation  costs and compliance  related costs.
These  increases were partially  offset by a first quarter  reduction in pension
expense during the conversion of the defined  benefit  pension plan to a defined
contribution pension plan and a reduction of retiree medical expense.

Depreciation

Depreciation  expense in the second  quarter of 2005  decreased 9.0% compared to
the same  period a year ago.  This is a result of the  accelerated  depreciation
recognized in 2004 related to the previous  Enterprise Resource Planning system,
partially offset by an increase in depreciation from the new Enterprise Resource
Planning system implemented in the fourth quarter of 2004.

Depreciation expense for the twenty-six weeks ended June 25, 2005 decreased 2.6%
compared  to the same period a year ago.  This is a result of assets  related to
the previous  Enterprise  Resource  Planning system  becoming fully  depreciated
early  in the  first  quarter  of  2005,  partially  offset  by an  increase  in
depreciation from the new Enterprise Resource Planning system implemented in the
fourth quarter of 2004.

The thirteen  and  twenty-six  week periods  ended June 25, 2005 also include an
impairment  charge of $150 related to the  discontinued  use of a  manufacturing
line for products that the company discontinued.


                                    18 of 26
<PAGE>



Depreciation (cont.)

In March 2004,  the company  performed a  comprehensive  review of the estimated
useful  lives of all asset  classes.  As a result,  the  company  evaluated  the
utilization of certain  machinery and equipment and  determined  that its useful
lives  should be  extended  to 15 years from 7 years,  consistent  with  similar
assets already being  depreciated  over 15 years.  The useful lives of buildings
and improvements were standardized at 39 years from 15 to 35 years. Also as part
of this review,  the  estimated  useful lives for certain  machinery,  leasehold
improvements and the Enterprise Resource Planning (ERP) System were reduced, and
depreciation  was  accelerated.  The  result of this  change in  estimate  was a
decrease in  depreciation  expense for the twenty-six week period ended June 26,
2004 of $42 or $29 after tax, or less than $.01 per fully diluted share.

Management  has accounted for these changes as changes in estimates  because the
facts,  circumstances and assumptions  surrounding the original determination of
the useful lives have changed.  For the ERP System,  the  company's  decision to
implement  a new system by the end of fiscal  2004  resulted  in a change to the
estimated  useful life of the replaced ERP System.  The changes in the estimated
useful lives of the machinery  and equipment  from 7 years to 15 years relate to
the Philadelphia,  PA, bakery  modernization that started in 1997. All machinery
and  equipment  installed  from 1997 to 1999 was assigned a 7 year life based on
the assumption at the time about the quality of the equipment  being  installed.
Starting in fiscal year 2000,  management started assigning 15 year lives to the
machinery and equipment as it was  determined  that the quality of the machinery
and  equipment  was  better  than  originally  expected  at  the  start  of  the
modernization in 1997. In our review completed in March 2004, we determined that
the machinery and equipment assigned 7 year lives from 1997 to 1999 had the same
performance  characteristics  as the machinery  and  equipment  assigned 15 year
estimated  lives,  thereby  supporting the change in estimate in 2004. The plant
modernization  started  in 1997  also  supported  the  change  in  estimate  for
buildings and improvements to 39 years.

Non-Operating Items

Interest  expense was unchanged  for the second  quarter of 2005 compared to the
second quarter of 2004.

Interest  expense  increased by $18 or 2.9%, for the twenty-six weeks ended June
25, 2005,  compared to the twenty-six  weeks ended June 26, 2004. This is due to
increased average interest rates,  partially offset by a decrease in the average
borrowing levels in the first quarter 2005 versus the same period a year ago.

The company is exposed to market risk  relative to its  interest  expense as its
notes payable and long-term debt have floating interest rates that vary with the
conditions  in the credit  market.  It is expected that a one  percentage  point
increase  in interest  rates would  result in  additional  quarterly  expense of
approximately $40, pre-tax.

The effective  income tax rate was 33.6% and 37.0% for the thirteen  weeks ended
June 25, 2005, and June 26, 2004, respectively. These rates compare to a federal
statutory rate of 34%. In 2005,  the  difference  between the effective rate and
the statutory rate is the result of estimated state tax benefits  generated from
state tax losses and federal tax credits.  In 2004, the  difference  between the
effective tax rate and the statutory tax rate is  principally  due to the effect
of state income taxes.

The effective income tax rate was 29.1% and 37.1% for the twenty-six weeks ended
June 25, 2005, and June 26, 2004, respectively. These rates compare to a federal
statutory rate of 34%. In 2005,  the  difference  between the effective rate and
the statutory rate is the result of estimated state tax benefits  generated from
state tax losses as well as state and  federal  tax  credits  and first  quarter
adjustments related to prior year estimates. In 2004, the difference between the
effective tax rate and the statutory tax rate is  principally  due to the effect
of state income taxes. For the balance of 2005, the company expects an effective
income tax rate of approximately 34.0%.

Liquidity and Capital Resources

Current assets at June 25, 2005 were $31,930 compared to $30,153 at December 25,
2004, and current liabilities at June 26, 2005, were $22,322 compared to $23,384
at December 25, 2004. The increase in current  assets is primarily  related to a
seasonal  increase in accounts  receivable,  net of the allowance.  The accounts
receivable allowance decreased by $935 which can be attributed to credits issued
against  the  reserve  for  promotional   expenses.   The  decrease  in  current
liabilities was principally  related to a decrease in accounts payable and other
accrued expenses partially offset by an increase in short-term notes payable.


                                    19 of 26
<PAGE>



Cash and Cash Equivalents

Historically,  the company has been able to generate  sufficient amounts of cash
from  operations.  Bank  borrowings  are  used  to  supplement  cash  flow  from
operations during periods of cyclical shortages. A Credit Facility is maintained
with two banks and certain capital and operating leases are utilized.

On January 31, 2002, the company  entered into a new $40 million Credit Facility
(Facility)  with two banks (the Bank Group) to replace its  short-term  lines of
credit and the former Revolving Credit Agreement. The agreement was subsequently
amended on January 23, 2004 to reduce the commitments  under the Facility to $30
million.  The  Facility,  as  amended,   provides  $10  million  for  short-term
borrowings under a 364-day line and $20 million for long-term borrowings under a
three year revolving line. The 364-day line contains a $6 million  sub-limit for
overnight  borrowings  and the revolving line allows for the issuance of Standby
Letters of Credit up to $6  million,  which  reduce the  availability  under the
Facility.  Upon  approval of the Bank Group,  the terms of both the 364-day line
and the  revolving  line may be  extended  for an  additional  364-day or annual
period, respectively. Interest rates in the Facility are indexed to LIBOR or the
Prime Rate based upon the company's ratio of debt to EBITDA and rates may change
up to 1.5%  based on that  ratio.  Commitment  fees are  charged  on the  unused
portion of the Facility and range from 30 to 45 basis points based upon the same
ratio used to determine  interest  rates.  The  Facility,  as amended,  contains
restrictive  covenants  that  require the  maintenance  of minimum  Tangible Net
Worth,  limit the amount of capital  expenditures and limit the ratios of EBITDA
to certain fixed charges and total indebtedness.  The Facility also provides the
Bank Group with a security  interest in all  unencumbered  assets of the company
including  certain real property  through the second quarter of 2005. After that
date, the security interest may be terminated if certain objective  measures are
met.  The company  had not met the  objective  criteria to release the  security
interest as of June 25, 2005.

In the first  quarter  of 2005,  the  company  and the Bank  Group  amended  the
Facility 1) to waive certain  covenant  violations  that existed on December 25,
2004;  2) to amend the  Facility's  definitions  to exclude  the  effects of the
company's  2004 pension  expense in excess of its 10% corridor;  3) to amend the
limit on capital  expenditures for 2005 to $10 million;  4) to amend the minimum
Tangible Net Worth  required;  and 5) to extend the maturity of the 364-day line
to March 20, 2006. The waivers obtained cured the company's covenant  violations
for its 2004 capital  expenditures  and its required minimum Tangible Net Worth.
All covenants were met in the second quarter of 2005.

Net cash from operating  activities for the twenty-six weeks ended June 25, 2005
decreased  by $5,117  compared to the same  period in 2004.  This  decrease  was
driven  by an  unfavorable  change  in  assets  and  liabilities  in  the  first
twenty-six  weeks of 2005 compared to the change in the same period in 2004. The
unfavorable  change in assets  and  liabilities  resulted  from an  increase  in
accounts  receivable  compared to a decrease in the prior year. There was also a
significant  decrease in  accounts  payable  that was larger  than the  decrease
during the  comparable  period last year.  Noncash  adjustments  for pension and
deferred taxes  decreased for the twenty-six  weeks ended June 25, 2005 compared
to the same  period  in 2004 due to the  conversion  to a  defined  contribution
pension  plan in 2005  which  requires  cash  contributions  that are  currently
deductible for tax purposes. This was partially offset by lower cash restructure
payments in the first quarter of 2005 compared to the same period in 2004.

Net cash used for investing  activities for the twenty-six  weeks ended June 25,
2005  decreased  by $2,870  relative  to the same  period in 2004.  In the first
twenty-six  weeks of 2005,  there was a $3,443 decrease in capital  expenditures
relative to the same period in the prior year. In the first  twenty-six weeks of
2004,  the  company  began the  implementation  of its new  Enterprise  Resource
Planning system.  Partially offsetting this decrease in capital expenditures was
an  increase  of $431 in the net  expenditures  for  financing  activity  to the
independent sales  distributors  relative to the same period last year, which is
due to the timing of settlements for independent sales distributor financing.

Net cash from financing  activities for the twenty-six weeks ended June 25, 2005
increased by $1,910 relative to the comparable period in 2004 due primarily to a
$3,200  increase  in  the  short-term  borrowing  position  offset  by a  $1,000
reduction in long-term debt additions.

For the  remainder  of  2005,  the  company  anticipates  that  cash  flow  from
operations,  along with the continued  availability  of credit under the Amended
Facility,   will  provide  sufficient  cash  to  meet  operating  and  financing
requirements.


                                    20 of 26
<PAGE>




Certain Financing Activity

Future payments due under debt, lease  obligations,  and employee benefits as of
June 25, 2005, are reflected in the following table:

<TABLE>
<CAPTION>

<S>                                             <C>            <C>          <C>           <C>            <C>

                                                                    Payments Due by Period
                                             ----------------------------------------------------------------------
Contractual Obligations (a)                                Less than         1-3           3-5         More than
                                                  Total      1 year         years         years         5 years
                                                  -----      ------         -----         -----         -------
Long-term debt obligations (b)                  $10,000        $    -       $ 10,000      $      -       $       -
Capital lease obligations (c)                     6,469            571         2,812         1,122           1,964
Operating lease obligations                       3,726            886         2,690           150               -
Notes Payable (d)                                 4,600          4,600             -             -               -
Estimated employee benefit payments               4,486            255         1,504           921           1,806
                                             ------------ -------------- ------------- ------------- --------------
Total                                           $29,281        $ 6,312      $ 17,006      $  2,193       $   3,770
                                             ============ ============== ============= ============= ==============
</TABLE>


a.     In addition to the obligations  listed in this chart,  the company enters
       into  purchase   commitments   primarily   related  to  the  purchase  of
       ingredients  and packaging  utilized in the ordinary  course of business,
       which historically approximates $65 to $70 million annually. The majority
       of these items are obtained by purchase  orders on an as needed basis. At
       June 25, 2005, the company had $7.5 million in purchase  commitments that
       extended  beyond twelve months but were shorter than three years. At June
       25, 2005,  the company had $0.7 million in one purchase  commitment  that
       extended seven years.
b.     On January 23, 2005,  the company  extended the maturity of its revolving
       line in the Facility to January 22, 2007.
c.     Capital lease obligation with interest at 11.0% and 5.7%.
d.     On March 21, 2005, the company  extended the maturity of its 364-day line
       in the Facility to March 19, 2006. On the consolidated balance sheet, the
       364-day  line  is  reflected  as  a  current  liability  as  the  balance
       fluctuates daily based on working capital requirements.

There is no minimum cash  contribution for the Pension Plan in 2005. The company
is expecting to make a cash  contribution  in 2005,  but has not  determined the
amount.




                                    21 of 26
<PAGE>




Forward-Looking Statements

Certain  matters  discussed  in this Report,  including  those under the heading
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations,"  contain  "forward-looking  statements"  within the  meaning of the
Private  Securities  Litigation  Reform Act of 1995, and are subject to the safe
harbor created by that Act. These  forward-looking  statements can be identified
by the  use of such  words  as  "anticipate,"  "believe,"  "could,"  "estimate,"
"expect," "intend," "may," "plan," " predict," "project," "should," "would," "is
likely  to," or "is  expected  to" and other  similar  terms.  They may  include
comments about  competition in the baking industry,  concentration of customers,
commodity prices,  consumer  preferences,  long-term  receivables,  inability to
develop brand  recognition  in the company's  expanded  market,  production  and
inventory concerns,  loss of one or both of the company's production facilities,
availability   of  capital,   fluctuation   in  interest   rates,   governmental
regulations,  legal  proceedings,  pension expense,  protection of the company's
intellectual  property and trade secrets and other  statements  contained herein
that are not historical facts. Because such  forward-looking  statements involve
risks and  uncertainties,  various  factors could cause actual results to differ
materially from those expressed or implied by such  forward-looking  statements,
including,  but  not  limited  to,  changes  in  general  economic  or  business
conditions  nationally and in the company's primary markets, the availability of
capital upon terms acceptable to the company, the availability and prices of raw
materials,  the level of demand for the company's products, the outcome of legal
proceedings  to which the  company  is or may  become a party,  the  actions  of
competitors  within the packaged food  industry,  changes in consumer  tastes or
eating habits, the success of business strategies  implemented by the company to
meet future  challenges,  the  company  being  delisted  from the New York Stock
Exchange, and the ability to develop and market in a timely and efficient manner
new  products  which  are  accepted  by  consumers.  The  reader  should  review
"Management's  Discussion and Analysis" and "Risk Factors" in the company's 2004
Annual Report to  Shareholders  and in the company's  annual report on Form 10-K
for the year ended  December 25, 2004,  for a more complete  discussion of other
risk  factors  which may affect the  company's  financial  position or operating
performance.

Item 3.       Quantitative and Qualitative Disclosures about Market Risk
              ----------------------------------------------------------

The company is exposed to market risk  relative to its  interest  expense as its
notes payable and long-term debt have floating interest rates that vary with the
conditions in the credit markets and the company's financial performance.  It is
expected that a one percentage  point increase in interest rates would result in
additional quarterly expense of approximately $40 thousand. Under current market
conditions, the company believes that changes in interest rates would not have a
material impact on the financial statements of the company. The company also has
notes receivable from independent  sales  distributors  whose rates adjust every
three years,  which would  partially  offset the  fluctuations  in the company's
interest  rates on its notes  payable.  The  company  also has the right to sell
these  notes   receivable,   and  could  use  these   proceeds  to  liquidate  a
corresponding  amount of the notes payable.  For a more detailed explanation see
the company's  2004 Annual  Report on Form 10-K  "Quantitative  and  Qualitative
Disclosure about Market Risk," page 16.

During the first half of 2005  long-term  corporate  bond rates  declined.  As a
result,  the discount  rate used to value the pension  liability at December 31,
2005 could be below the December 25, 2004  discount  rate,  which  increases the
risk that pension expense would fall outside of the pension  corridor for fiscal
year  2005.  See  "Pension  and  Postretirement  Plans"  under  Item  2.  for  a
description  of the  accounting  treatment  for the pension plan and the pension
corridor.



                                    22 of 26
<PAGE>



Item 4.    Controls and Procedures
           -----------------------

(a) Evaluation of Disclosure Controls and Procedures

The company maintains a system of disclosure controls and procedures designed to
provide  reasonable  assurance that information  required to be disclosed in the
company's reports filed or submitted pursuant to the Securities  Exchange Act of
1934, as amended (the "Exchange  Act"), is recorded,  processed,  summarized and
reported  within  the time  periods  specified  in the  rules  and  forms of the
Securities and Exchange Commission  ("SEC").  Disclosure controls and procedures
include,  without  limitation,  controls and procedures  designed to ensure that
such  information is accumulated and  communicated to the company's  management,
including  its  Chief  Executive  Officer  and  Chief  Financial   Officer,   as
appropriate, to allow timely decisions regarding required disclosure.

The  company  carried  out an  evaluation,  under the  supervision  and with the
participation  of management,  including the Chief  Executive  Officer and Chief
Financial  Officer,  of the design and  operation  of the  company's  disclosure
controls  and  procedures  as of the end of the period  covered by this  report.
Based on this  evaluation,  the  company's  Chief  Executive  Officer  and Chief
Financial  Officer  concluded  that  the  company's   disclosure   controls  and
procedures were not effective at June 25, 2005 because of the material  weakness
in internal  control over financial  reporting  related to accounting for income
taxes as fully  described  in our Annual  Report on Form 10-K for the year ended
December 25, 2004.

We performed  additional  analysis and other post-closing  procedures to provide
assurance that our consolidated  financial statements are prepared in accordance
with generally accepted accounting principles.  Accordingly, management believes
that the  financial  statements  included in this report  fairly  present in all
material respects our financial condition,  results of operations and cash flows
for the periods presented.

(b) Changes in Internal Control over Financial Reporting

During the period  covered by this  report,  the company has not made changes in
its internal control over financial reporting that have materially affected,  or
are reasonably likely to materially  affect, the company's internal control over
financial  reporting.  However  in  the  first  quarter  of  2005,  the  company
implemented  certain   enhancements  to  its  internal  control  over  financial
reporting  related to the material  weaknesses  described in the company's  Form
10-K for the year ended December 25, 2004:

     1.   Accounting for Income Taxes: The company has i) implemented additional
          monitoring  controls through increased  documented  management review;
          ii) fully  documented the  methodology  and tools for  calculating and
          reporting  tax related  transactions;  iii) enhanced the formality and
          rigor of controls for reconciliation procedures; and iv) increased use
          of a  third-party  service  provider for the more complex areas of the
          company's income tax compliance  efforts.  The  enhancements  have not
          been in place for a sufficient length of time to complete  remediation
          testing on these controls. Management performed additional substantive
          procedures  to ensure the accuracy of the amount of taxes  recorded in
          this report.

     2.   Payroll:   During  the  first  quarter  of  2005,   the  company  made
          improvements  to segregation of duties and formalized and  implemented
          more rigorous approval policies and procedures.  The enhancements have
          been in place long  enough  for  management  to obtain a large  enough
          sample  size to  complete  remediation  testing.  Remediation  testing
          evidenced that these  controls give the company a reasonable  level of
          assurance that employee  access to and authority in the payroll system
          is appropriately  restricted and that payroll expenses and liabilities
          are accurately recorded in this report.

     3.   Spare Parts  Inventory:  During the first quarter of 2005, the company
          formalized  and  enhanced  management's  process for  documenting  and
          executing cycle counts,  performing analytical procedures  surrounding
          parts issues, and assuring  authorization of price and use of parts on
          a monthly basis.  These  enhancements were in place long enough at the
          end of the  first  quarter  of 2005 for  management  to obtain a large
          enough  sample  size  to  complete  remediation  testing.  Remediation
          testing  evidenced  that these  controls give the company a reasonable
          level of assurance that expenses and assets related to spare parts are
          properly reflected in this report.



                                    23 of 26
<PAGE>



TASTY BAKING COMPANY AND SUBSIDIARIES

PART II.      OTHER INFORMATION

Item 2.       Unregistered Sales of Equity Securities and Use of Proceeds
              -----------------------------------------------------------

Issuer Purchases of Equity Securities

On July 28, 2004, the Board of Directors  renewed the company's stock repurchase
program  originally  adopted in July 2003.  Under the  program,  the company may
acquire up to 400,000  shares of Tasty Baking  Company  common  stock,  which is
approximately  5.0% of the shares  outstanding,  through  July 29,  2006.  These
purchases may be commenced or suspended  without prior notice  depending on then
existing  business or market  conditions and other factors.  The following chart
sets forth the  amounts of the  company's  common  stock  purchased  on the open
market by the company  during the second  quarter of fiscal 2005 under the stock
repurchase plan.

<TABLE>
<CAPTION>

<S>        <C>                                                                              <C>

--------------------- ----------------- -------------- ----------------------------- -------------------------------
       Period            (a) Total       (b) Average    (c) Total Number of Shares       (d) Maximum Number or
                      Number of Shares   Price Paid      (or Units) Purchased as      Approximate Dollar Value of
                         (or Units)          per        Part of Publicly Announced     Shares (or Units) that may
                         Purchased          Share           Plans or Programs          yet be purchased Under the
                                          (or Unit)                                        Plans or Programs

--------------------- ----------------- -------------- ----------------------------- -------------------------------
     March 27 -              -                 -                    -                       384,100
      April 30
--------------------- ----------------- -------------- ----------------------------- -------------------------------
      May 1 -                7,200             $7.57              7,200                     376,900
       May 28
--------------------- ----------------- -------------- ----------------------------- -------------------------------
      May 29 -               -                 -                    -                       376,900
      June 25
--------------------- ----------------- -------------- ----------------------------- -------------------------------
           Total             7,200             $7.57              7,200                     376,900
--------------------- ----------------- -------------- ----------------------------- -------------------------------

</TABLE>


Item 4.       Submission of Matters to a Vote of Security Holders
              ---------------------------------------------------

(a)  The company's annual meeting of shareholders was held on May 12, 2005.

(b)  The directors elected at the meeting were:

                                                For     Against    Withheld
                                                ---     -------    --------
              Fred C. Aldridge, Jr.         6,368,402    842,801      -
              James C. Hellauer             5,799,746  1,411,457      -
              James E. Nevels               5,801,148  1,410,055      -


Other  directors  whose  terms of  office  continued  after the  meeting  are as
follows:  James E. Ksansnak,  Ronald J. Kozich,  Charles P. Pizzi, Judith M. von
Seldeneck and David J. West.

(c) Other  matters voted upon at the meeting and the results of those votes were
as follows:

<TABLE>
<CAPTION>

<S>                                <C>                                  <C>        <C>         <C>        <C>

                                                                                                          Broker
                                                                           For    Against    Withheld     Non-Votes
                                                                           ---    --------   --------     ---------
         Amendment of Company's 2003 Long-Term
         Incentive Plan to Increase the Number of Authorized
         Shares of Common Stock by 500,000 Shares                       2,511,288  2,808,659   24,824     1,866,435

         Ratification of PricewaterhouseCoopers LLP
         as independent registered public accounting
         firm for fiscal year ending December 31, 2005                  7,083,384    115,386   12,435            --

</TABLE>


                                    24 of 26
<PAGE>





Item 5.       Other Information
              -----------------

In its Definitive Proxy Statement,  dated April 8, 2005, in the section entitled
"Fees Paid to the Independent Accounting Firm," the Company stated the following
with  regard to the audit  fees  billed  for  audit of the  company's  financial
statements for the fiscal year ended December 25, 2004, in relevant part:

         The amount for fiscal  2004  represents  the fee  estimate  provided by
         PricewaterhouseCoopers  in its engagement  letter executed in September
         2004, which was based upon an estimated number of hours to be worked on
         the audit.  The  engagement  letter  also  provided  that if the actual
         number of hours incurred on the audit exceeded the estimated  number of
         hours,  then the excess  hours would be billed at a fixed  hourly rate.
         PricewaterhouseCoopers  has verbally  requested  $250,000 of additional
         fees  resulting from these excess hours;  however,  the Company and its
         Audit  Committee  intend to analyze the  additional  hours incurred and
         discuss with  PricewaterhouseCoopers  the amount of any additional fees
         to be paid.

The Audit Committee of the Board of Directors met on May 2, 2005 to discuss this
issue and the matter was  ultimately  resolved  with a payment  of  $135,000  of
additional fees paid to PricewaterhouseCoopers.

Expected Notification from New York Stock Exchange Regarding Listing Criteria:

In June 2005, the New York Stock Exchange ("NYSE") announced that it has changed
certain  listing   criteria,   including   increased   requirements  for  market
capitalization and shareholders' equity. With the new standards in place, and an
initial  assessment  period ending July 29, 2005,  Tasty Baking Company does not
expect to meet the new  standards and  anticipates  the receipt of a letter from
the NYSE in August 2005  notifying  the company that it is  currently  below the
NYSE's recently increased continued listing criteria.


Should the company  receive such a letter,  it is  anticipated  that in order to
retain its  listing on the NYSE,  the  company  would be  required to submit its
business plan to the NYSE for review to determine if, in the NYSE's opinion, the
company would gain compliance with the new continued listing requirements within
18 months.  If the NYSE determines that the plan meets its  requirements,  Tasty
Baking  Company  would  continue  to be  listed  on the NYSE as  TBC.BC  pending
quarterly  reviews by the NYSE.  If the  company  should be informed by the NYSE
that the submitted plan does not meet the NYSE's requirements, the company would
pursue an alternative trading market for its common stock.



Item 6.       Exhibits and Reports on Form 8-K
              --------------------------------

     (a) Exhibits:

     Exhibit 31.1 - Certification of Chief Financial Officer pursuant to Section
     302 of the Sarbanes-Oxley Act of 2002

     Exhibit 31.2 - Certification of Chief Executive Officer pursuant to Section
     302 of the Sarbanes-Oxley Act of 2002

     Exhibit 32 - Certification  pursuant to 18 U.S.C.  Section 1350, as adopted
     pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



                                    25 of 26
<PAGE>



                      TASTY BAKING COMPANY AND SUBSIDIARIES

                                    SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the company
has duly  caused  this  report  to be signed  on its  behalf by the  undersigned
thereunto duly authorized.





                                              TASTY BAKING COMPANY
------------------------------------------------------------------------------
                                                    (Company)








    July 29, 2005                              /s/ David S. Marberger
---------------------             --------------------------------------------
       (Date)                                  DAVID S. MARBERGER
                                            SENIOR VICE PRESIDENT AND
                                             CHIEF FINANCIAL OFFICER
                                            (Principal Financial and
                                                Accounting Officer)










                                    26 of 26
<PAGE>